Realty Income Corp S-4, filed Dec 19, 2023

Realty Income Corp (O)

S-4 2023-12-19

View Original

Added on October 26, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

	Large accelerated filer ☒			Accelerated filer ☐
	Non-accelerated filer ☐			Smaller reporting company ☐
				Emerging growth company ☐

					Exchange Consideration(1)(2)						Early Participation Premium(1)(2)			Total Consideration(1)(2)(3)
Aggregate Principal Amount ($mm)	Series of Notes Issued by Spirit OP to be Exchanged (Collectively, the “Spirit Notes”)	CUSIP No.		Series of Notes to be Issued by Us (Collectively, the “Realty Notes”)	Realty Notes (principal amount)			Cash			Realty Notes (principal amount)			Realty Notes (principal amount)			Cash
$300	4.450% Notes due 2026 (the “2026 Notes”)		84861TAC2	4.450% Notes due 2026 (the “New 2026 Notes”)		$	970		$	1.00		$	30		$	1,000		$	1.00
$300	3.200% Notes due 2027 (the “2027 Notes”)		84861TAE8	3.200% Notes due 2027 (the “New 2027 Notes”)		$	970		$	1.00		$	30		$	1,000		$	1.00
$450	2.100% Notes due 2028 (the “2028 Notes”)		84861TAH1	2.100% Notes due 2028 (the “New 2028 Notes”)		$	970		$	1.00		$	30		$	1,000		$	1.00
$400	4.000% Notes due 2029 (the “2029 Notes”)		84861TAD0	4.000% Notes due 2029 (the “New 2029 Notes”)		$	970		$	1.00		$	30		$	1,000		$	1.00
$500	3.400% Notes due 2030 (the “2030 Notes”)		84861TAF5	3.400% Notes due 2030 (the “New 2030 Notes”)		$	970		$	1.00		$	30		$	1,000		$	1.00
$450	3.200% Notes due 2031 (the “2031 Notes”)		84861TAG3	3.200% Notes due 2031 (the “New 2031 Notes”)		$	970		$	1.00		$	30		$	1,000		$	1.00
$350	2.700% Notes due 2032 (the “2032 Notes”)		84861TAJ7	2.700% Notes due 2032 (the “New 2032 Notes”)		$	970		$	1.00		$	30		$	1,000		$	1.00

	ABOUT THIS PROSPECTUS					1
	INFORMATION REGARDING FORWARD-LOOKING STATEMENTS					2
	WHERE YOU CAN FIND MORE INFORMATION					4
	SUMMARY					7
	RISK FACTORS					21
	UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS					29
	USE OF PROCEEDS					46
	CAPITALIZATION					47
	THE EXCHANGE OFFERS AND CONSENT SOLICITATIONS					49
	DESCRIPTION OF THE DIFFERENCES BETWEEN THE REALTY NOTES AND THE SPIRIT NOTES					57
	THE PROPOSED AMENDMENTS					71
	DESCRIPTION OF NEW REALTY NOTES					73
	DESCRIPTION OF BASE SECURITIES					86
	CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES					97
	VALIDITY OF NOTES					106
	EXPERTS					107

	Series of Notes Issued by Spirit to be Exchanged (collectively, the “Spirit Notes”)			Series of Notes to be Issued by Realty (collectively, the “Realty Notes”)
	4.450% Notes due 2026			4.450% Notes due 2026
	3.200% Notes due 2027			3.200% Notes due 2027
	2.100% Notes due 2028			2.100% Notes due 2028
	4.000% Notes due 2029			4.000% Notes due 2029
	3.400% Notes due 2030			3.400% Notes due 2030
	3.200% Notes due 2031			3.200% Notes due 2031
	2.700% Notes due 2032			2.700% Notes due 2032

Interest Rates and Maturity Dates	Semi-Annual Interest Payment Dates	Expected First Interest Payment Date
4.450% Notes due September 15, 2026	March 15 and September 15	March 15, 2024
3.200% Notes due January 15, 2027	January 15 and July 15	July 15, 2024
2.100% Notes due March 15, 2028	March 15 and September 15	March 15, 2024
4.000% Notes due July 15, 2029	January 15 and July 15	July 15, 2024
3.400% Notes due January 15, 2030	January 15 and July 15	July 15, 2024
3.200% Notes due February 15, 2031	February 15 and August 15	February 15, 2024
2.700% Notes due February 15, 2032	February 15 and August 15	February 15, 2024

	Realty Income Historical			Spirit Historical, As Reclassified (Note 3)			Pro Forma Transactions Adjustments (Note 4)			Item in Note 4		Pro Forma Combined
ASSETS
Real estate held for investment, at cost:
Land		$	14,408,324		$	1,808,364		$	49,088		[1]		$	16,265,776
Buildings and improvements			33,606,951			7,015,086			(948,871)		[1]			39,673,166
Total real estate held for investment, at cost			48,015,275			8,823,450			(899,783)					55,938,942
Less accumulated depreciation and amortization			(5,781,056)			(1,354,807)			1,354,807		[2]			(5,781,056)
Real estate held for investment, net			42,234,219			7,468,643			455,024					50,157,886
Real estate and lease intangibles held for sale, net			19,927			61,545			31,255		[3]			112,727
Cash and cash equivalents			344,129			134,166			(156,656)		[4]			321,639
Accounts receivable, net			678,441			199,826			(185,245)		[5]			693,022
Lease intangible assets, net			5,089,293			389,100			844,630		[6]			6,323,023
Goodwill			3,731,478			225,600			377,467		[7]			4,334,545
Other assets, net			3,239,433			171,328			(11,785)		[8]			3,398,976
Total assets		$	55,336,920		$	8,650,208		$	1,354,690				$	65,341,818
LIABILITIES AND EQUITY
Distributions payable		$	187,288		$	99,571		$	(99,571)		[4]		$	187,288
Accounts payable and accrued expenses			660,366			69,045			60,000		[9]			789,411
Lease intangible liabilities, net			1,426,264			106,814			284,677		[10]			1,817,755
Other liabilities			786,437			61,737			—					848,174
Line of credit payable and commercial paper			858,260			—			—					858,260
Term loan, net			1,287,995			1,090,198			10,507		[11]			2,388,700
Mortgages payable, net			824,240			4,545			(316)		[11]			828,469
Notes payable, net			17,482,652			2,725,505			(385,651)		[11]			19,822,506
Total liabilities			23,513,502			4,157,415			(130,354)					27,540,563
Commitments and contingencies
STOCKHOLDERS’ EQUITY:
Preferred stock and paid-in capital			—			166,177			(1,957)		[12]			164,220
Common stock and paid-in capital			38,031,829			7,307,795			(1,412,109)		[12]			43,927,515
Distributions in excess of net income			(6,416,534)			(3,036,475)			2,954,406		[12]			(6,498,603)
Accumulated other comprehensive income			41,849			55,296			(55,296)		[12]			41,849
Total stockholders’ equity			31,657,144			4,492,793			1,485,044					37,634,981
Noncontrolling interests			166,274			—			—					166,274
Total equity			31,823,418			4,492,793			1,485,044					37,801,255
Total liabilities and equity		$	55,336,920		$	8,650,208		$	1,354,690				$	65,341,818

	September 30, 2023
Land and improvements:		$	2,742,072
Land (as presented)			1,808,364
Building and improvements			933,708

	September 30, 2023
Loans receivable, net		$	52,949
Portion of deferred costs and other assets, net			110,975
Real estate assets under direct financing leases, net			7,404
Other assets, net (as presented)		$	171,328

	September 30, 2023
Accounts payable, accrued expenses and other liabilities:		$	230,353
Distributions payable (as presented)			99,571
Accounts payable and accrued expenses (as presented)			69,045
Other liabilities (as presented)			61,737

	September 30, 2023
Common stock		$	7,067
Capital in excess of common stock par value			7,300,728
Common stock and paid-in capital (as presented)		$	7,307,795

	For the nine months ended September 30, 2023			For the year ended December 31, 2022
Interest income on loans receivable		$	3,919		$	1,884
Earned income from direct financing leases			393			525
Other operating income			4,888			4,191
Other revenue (as presented)		$	9,200		$	6,600

	Amount
Shares of Spirit’s common stock to be exchanged(a)			141,331,218
Exchange Ratio			0.762
Shares of Realty Income common stock issued			107,694,388
Closing price of Realty Income common stock on December 11, 2023		$	54.39
Estimated fair value of Realty Income common stock to be issued to the former holders of Spirit common stock		$	5,857,498
Shares of Realty Income Series A preferred stock issued in exchange for Spirit Series A preferred stock(b)			6,900,000
Closing price of Spirit Series A preferred stock on December 11, 2023(b)		$	23.80
Estimated fair value of Realty Income Series A preferred stock to be issued to the former holders of Spirit Series A preferred stock		$	164,220
Estimated fair value of Spirit’s performance share awards attributable to pre-combination services(c)		$	21,538
Cash payment for accrued and unpaid dividend equivalents to Spirit performance share award holders to be settled by Realty Income(d)		$	4,021
Less: estimated fair value of Spirit restricted stock awards attributable to post-combination costs(e)		$	(5,419)
Total estimated preliminary purchase price		$	6,041,858

	Estimated fair value			Less: Elimination of historical gross carrying value			Total pro forma adjustment
Land		$	1,857,452		$	(1,808,364)		$	49,088
Buildings and improvements			6,066,215			(7,015,086)			(948,871)

	Amount
Preliminary allocation of fair value:
In-place leases		$	803,589
Leasing commissions, legal and marketing costs			250,429
Above-market lease assets			179,712
Less: Elimination of historical carrying value of lease intangible assets, net			(389,100)
Total pro forma adjustment		$	844,630

	Term loan, net			Mortgages payable, net			Notes payable, net
Elimination of historical carrying value of the remaining debt instruments, including unamortized deferred financing costs and net discounts		$	(1,090,198)		$	(4,545)		$	(2,725,505)
Estimated pro forma fair value of liabilities assumed in the Merger			1,100,705			4,229			2,339,854
Total pro forma adjustment		$	10,507		$	(316)		$	(385,651)

	Realty Income Historical			Spirit Historical, As Reclassified (Note 3)			Pro Forma Transactions Adjustments (Note 4)			Item in Note 4		Pro Forma Combined
REVENUE
Rental (including reimbursable)		$	2,929,440		$	561,765		$	24,244		[13]		$	3,515,449
Other			73,268			9,200			1,212		[14]			83,680
Total revenue			3,002,708			570,965			25,456					3,599,129
EXPENSES
Depreciation and amortization			1,419,321			236,527			15,180		[15]			1,671,028
Interest			522,110			104,993			63,066		[16]			690,169
Property (including reimbursable)			235,081			24,077			72		[17]			259,230
General and administrative			106,521			46,190			—					152,711
Provisions for impairment			59,801			36,052			—					95,853
Merger and integration-related costs			4,532			—			—					4,532
Total expenses			2,347,366			447,839			78,318					2,873,523
Gain on sales of real estate			19,675			66,450			—					86,125
Foreign currency and derivative gain, net			4,957			—			—					4,957
Equity in income and impairment of investment in unconsolidated entities			411			—			—					411
Other income, net			12,985			—			—					12,985
Income before income taxes			693,370			189,576			(52,862)					830,084
Income taxes			(36,218)			(754)			—					(36,972)
Net income			657,152			188,822			(52,862)					793,112
Net income attributable to noncontrolling interests			(3,248)			—			—					(3,248)
Dividends paid to preferred stockholders			—			(7,763)			—					(7,763)
Net income available to common stockholders		$	653,904		$	181,059		$	(52,862)				$	782,101
Amounts available to common stockholders per common share:												(Note 5)
Net income, basic and diluted		$	0.96		$	1.28							$	0.99
Weighted average common shares outstanding:												(Note 5)
Basic			681,419			141,095								789,815
Diluted			682,129			141,103								790,525

	Realty Income Historical			Spirit Historical, As Reclassified (Note 3)			Pro Forma Transactions Adjustments (Note 4)			Item in Note 4		Pro Forma Combined
REVENUE
Rental (including reimbursable)		$	3,299,657		$	703,029		$	36,775		[13]		$	4,039,461
Other			44,024			6,600			1,617		[14]			52,241
Total revenue			3,343,681			709,629			38,392					4,091,702
EXPENSES
Depreciation and amortization			1,670,389			292,985			42,623		[15]			2,005,997
Interest			465,223			117,622			86,643		[16]			669,488
Property (including reimbursable)			226,330			29,837			96		[17]			256,263
General and administrative			138,459			62,023			—					200,482
Provisions for impairment			25,860			37,156			—					63,016
Merger and integration-related costs			13,897			—			82,069		[18]			95,966
Total expenses			2,540,158			539,623			211,431					3,291,212
Gain on sales of real estate			102,957			110,900			—					213,857
Foreign currency and derivative (loss), net			(13,311)			—			—					(13,311)
Gain (loss) on extinguishment of debt			367			(172)			—					195
Equity in income and impairment of investment in unconsolidated entities			(6,448)			—			—					(6,448)
Other income, net			30,511			5,679			—					36,190
Income before income taxes			917,599			286,413			(173,039)					1,030,973
Income taxes			(45,183)			(897)			—					(46,080)
Net income			872,416			285,516			(173,039)					984,893
Net income attributable to noncontrolling interests			(3,008)			—			—					(3,008)
Dividends paid to preferred stockholders			—			(10,350)			—					(10,350)
Net income available to common stockholders		$	869,408		$	275,166		$	(173,039)				$	971,535
Amounts available to common stockholders per common share:												(Note 5)
Net income, basic and diluted		$	1.42		$	2.04							$	1.35
Weighted average common shares outstanding:												(Note 5)
Basic			611,766			134,548								720,162
Diluted			612,181			134,646								720,577

	Spirit Notes	New Realty Notes
	Section 6.1(a) of each of the Spirit Supplemental Indentures	Realty Form of Note
Limitation on Incurrence of Total Debt	The Guarantor will not, and will not permit any of its Subsidiaries to, incur any Debt, if, immediately after giving effect to the incurrence of such additional Debt and the application of the proceeds of the additional Debt on a pro forma basis, the aggregate principal amount of all of the Guarantor’s outstanding Debt and that of its Subsidiaries on a consolidated basis as determined in accordance with GAAP is greater than 60% of the sum of (without duplication) (i) the Guarantor’s Total Assets as of the end of the fiscal quarter covered in the Guarantor’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the SEC (or, if such filing is not permitted under the Exchange Act, furnished to the Trustee) prior to the incurrence of such additional Debt; and (ii) the purchase price of	The Company will not, and will not permit any Subsidiary to, incur any Debt, other than Intercompany Debt, if, immediately after giving effect to the incurrence of such additional Debt and the application of the proceeds therefrom on a pro forma basis, the aggregate principal amount of all outstanding Debt of the Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (i) the Company’s Total Assets as of the end of the latest fiscal quarter covered in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not required under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with the Trustee) prior to

	Spirit Notes	New Realty Notes
	any real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Debt), by the Guarantor or any of its Subsidiaries since the end of such fiscal quarter, including those proceeds obtained in connection with the incurrence of such additional Debt.	the incurrence of such additional Debt and (ii) the increase, if any, in Total Assets from the end of such quarter including, without limitation, any increase in Total Assets caused by the application of the proceeds of such additional Debt (such increase together with the Company’s Total Assets are referred to as the “Adjusted Total Assets”). As used in the Realty Indenture, the term “Company” means, in general, Realty Income Corporation and its successors under the Realty Indenture (in each case excluding its subsidiaries), and the term “Commission” means, in general, the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution of the Realty Indenture such Commission is not existing and performing the duties then assigned to it under the Trust Indenture Act of 1939, as amended, then the body performing such duties on such date.
Limitation on Incurrence of Secured Debt	Section 6.1(d) of each of the Spirit Supplemental Indentures	Realty Form of Note
	The Guarantor will not, and will not permit any of its Subsidiaries to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest upon any of the Guarantor’s property or the property of any of its Subsidiaries, whether owned at the date hereof or hereafter acquired, if, immediately after giving effect to the incurrence of such additional Debt and the application of the proceeds thereof, the aggregate principal amount of all of the Guarantor’s outstanding Debt and the outstanding Debt of its Subsidiaries on a consolidated	The Company will not, and will not permit any Subsidiary to, incur any Secured Debt, other than Intercompany Debt, if, immediately after giving effect to the incurrence of such additional Secured Debt and the application of the proceeds therefrom on a pro forma basis, the aggregate principal amount of all outstanding Secured Debt of the Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 40% of the Company’s Adjusted Total Assets

	Preferred stock and paid-in capital			Common stock and paid-in capital			Distributions in excess of net income			Accumulated other comprehensive loss
Issuance of Realty Income common stock(a)		$	—		$	5,873,617		$	—		$	—
Issuance of Realty Income Series A preferred stock(b)			164,220			—			—			—
Settlement of Spirit’s equity-based awards(c)			—			22,069			(22,069)			—
Spirit transaction – related costs(d)			—			—			(58,000)			—
Elimination of Spirit’s historical equity balances(e)			(166,177)			(7,307,795)			3,094,475			(55,296)
Realty Income transaction-related costs(f)			—			—			(60,000)			—
Total pro forma adjustment		$	(1,957)		$	(1,412,109)		$	2,954,406		$	(55,296)

	Elimination of historical amounts			Recognition of post-combination amounts(a)			Total pro forma adjustment
For the nine months ended September 30, 2023
Straight-line rent, net		$	(26,127)		$	35,555		$	9,428
Amortization of above-market and below-market lease intangibles and deferred lease incentives, net			(767)			15,583			14,816
Total pro forma adjustment		$	(26,894)		$	51,138		$	24,244
For the year ended December 31, 2022
Straight-line rent, net		$	(36,902)		$	55,090		$	18,188
Amortization of above-market and below-market lease intangibles and deferred lease incentives, net			(2,190)			20,777			18,587
Total pro forma adjustment		$	(39,092)		$	75,867		$	36,775

	For the nine months ended September 30, 2023			For the year ended December 31, 2022
Buildings and improvements(a)		$	150,215		$	200,286
Tenant improvements(a)			23,957			31,943
In-place leases and leasing commissions and marketing costs(a)			77,535			103,379
Less: Elimination of historical depreciation and amortization			(236,527)			(292,985)
Total pro forma adjustment		$	15,180		$	42,623

	For the nine months ended September 30, 2023			For the year ended December 31, 2022
Elimination of Spirit historical deferred financing costs amortization		$	(5,944)		$	(5,410)
Elimination of Spirit historical amortization of net discounts			(982)			(1,269)
Amortization of the fair value adjustment on swap assets, term loan, mortgages and notes payable			69,992			93,322
Total pro forma adjustment		$	63,066		$	86,643

	For the nine months ended September 30, 2023			For the year ended December 31, 2022
Numerator
Pro forma net income available to common stockholders		$	782,101		$	971,535
Denominator
Realty Income historical weighted average common shares outstanding			681,419			611,766
Spirit’s common stock converted into Realty Income common stock (141,331 shares and units outstanding, multiplied by the Exchange Ratio of 0.762)			107,694			107,694
Spirit’s performance share awards converted into Realty Income common stock (921 shares and units outstanding, multiplied by the Exchange Ratio of 0.762)			702			702
Pro forma weighted average common shares outstanding – basic			789,815			720,162
Realty Income historical weighted average dilutive shares			710			415
Pro forma weighted average Realty Income common shares outstanding – diluted			790,525			720,577
Pro forma amounts of net income available to common stockholders per common share:
Basic and diluted		$	0.99		$	1.35

	As of September 30, 2023
	Realty Actual(1)			Spirit Actual(1)			Pro Forma As Adjusted(1)
	(in thousands, except par value and shares)
Cash and cash equivalents		$	344,129		$	134,166		$	321,639
Line of credit payable and commercial paper		$	858,260		$	—		$	858,260
Realty Long-term debt(2):
4.600% Notes due 2024		$	499,999		$	—		$	499,999
3.875% Notes due 2024			350,000			—			350,000
3.875% Notes due 2025			500,000			—			500,000
4.625% Notes due 2025			549,997			—			549,997
5.050% Notes due 2026			500,000			—			500,000
0.750% Notes due 2026			325,000			—			325,000
4.875% Notes due 2026			599,997			—			599,997
4.125% Notes due 2026			650,000			—			650,000
1.875% Notes due 2027			305,075			—			305,075
3.000% Notes due 2027			600,000			—			600,000
1.125% Notes due 2027			488,120			—			488,120
3.950% Notes due 2027			599,873			—			599,873
3.650% Notes due 2028			550,000			—			550,000
3.400% Notes due 2028			599,816			—			599,816
2.200% Notes due 2028			499,959			—			499,959
4.700% Notes due 2028			400,000			—			400,000
3.250% Notes due 2029			500,000			—			500,000
3.100% Notes due 2029			599,291			—			599,291
4.850% Notes due 2030			600,000			—			600,000
3.160% Notes due 2030			170,842			—			170,842
4.875% Notes due 2030			582,120			—			582,120
1.625% Notes due 2030			488,120			—			488,120

Aggregate Principal Amount	Series of Notes Issued by Spirit OP to be Exchanged	Series of Notes to be Issued by Realty	Semi-Annual Interest Payment Dates for Both Spirit and Realty Notes
$300,000,000	4.450% Notes due 2026	4.450% Notes due 2026	March 15 and September 15
$300,000,000	3.200% Notes due 2027	3.200% Notes due 2027	January 15 and July 15
$450,000,000	2.100% Notes due 2028	2.100% Notes due 2028	March 15 and September 15
$400,000,000	4.000% Notes due 2029	4.000% Notes due 2029	January 15 and July 15
$500,000,000	3.400% Notes due 2030	3.400% Notes due 2030	January 15 and July 15
$450,000,000	3.200% Notes due 2031	3.200% Notes due 2031	February 15 and August 15
$350,000,000	2.700% Notes due 2032	2.700% Notes due 2032	February 15 and August 15

	Spirit Notes	New Realty Notes
	basis for borrowed money that is secured by any mortgage, lien, charge, pledge, encumbrance or security interest on the Guarantor’s property or the property of any of its Subsidiaries is greater than 40% of the sum of (without duplication); (i) the Guarantor’s Total Assets as of the end of the fiscal quarter covered in the Guarantor’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the SEC (or, if such filing is not permitted under the Exchange Act, furnished to the Trustee) prior to the incurrence of such additional Debt; and (ii) the purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Debt), by the Guarantor or any of its Subsidiaries since the end of such fiscal quarter, including those proceeds obtained in connection with the incurrence of such additional Debt.
Debt Service Coverage	Section 6.1(b) of each of the Spirit Supplemental Indentures	Realty Form of Note
	The Guarantor will not, and will not permit any of its Subsidiaries to, incur any Debt if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge for the most recent quarterly period covered in the Guarantor’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the SEC (or, if such filing is not permitted under the Exchange Act, furnished to the Trustee) prior to such time, annualized (i.e., multiplied by four) prior to the date on which such additional Debt is to be incurred shall have been less than 1.5, on a	The Company will not, and will not permit any Subsidiary to, incur any Debt, other than Intercompany Debt, if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the period consisting of the four consecutive fiscal quarters most recently ended prior to the date on which such additional Debt is to be incurred is less than 1.5 to 1.0, on a pro forma basis after giving effect to the incurrence of such Debt and the application of the proceeds therefrom, and calculated on the assumption that (i) such Debt and any other Debt incurred by the

			Spirit Notes			New Realty Notes
			pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: (1) such Debt and any other Debt incurred by the Guarantor or its Subsidiaries since the first day of such quarterly period and the application of the proceeds therefrom, including to refinance other Debt since the first day of such period, had occurred at the beginning of such period; (2) the repayment or retirement of any other Debt (other than Debt repaid or retired with the proceeds of any other Debt, which repayment or retirement shall be calculated pursuant to Section 6.1(b)(1) and not to this Section 6.1(b)(2)) by the Guarantor or its Subsidiaries since the first day of such quarterly period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Debt under any revolving credit facility, line of credit or similar facility shall be computed based upon the average daily balance of such Debt during such period); (3) in the case of Acquired Debt or Debt incurred by the Guarantor or any of its Subsidiaries in connection with any acquisition since the first day of such quarterly period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and (4) in the case of any acquisition or disposition by the Guarantor or any of its Subsidiaries of any asset or group of assets since the first day of such quarterly period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition and any related repayment of Debt had occurred as of the first day of such period with the appropriate			Company or any of its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom (including to refinance other Debt since the first day of such four-quarter period) had occurred on the first day of such period, (ii) the repayment or retirement of any other Debt of the Company or any of its Subsidiaries since the first day of such four-quarter period had occurred on the first day of such period (except that, in making such computation, the amount of Debt under any revolving credit facility, line of credit or similar facility shall be computed based upon the average daily balance of such Debt during such period), and (iii) in the case of any acquisition or disposition by the Company or any Subsidiary of any asset or group of assets since the first day of such four-quarter period, including, without limitation, by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition had occurred on the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. If the Debt giving rise to the need to make the foregoing calculation or any other Debt incurred after the first day of the relevant four-quarter period bears interest at a floating rate then, for purposes of calculating the Annual Debt Service Charge, the interest rate on such Debt shall be computed on a pro forma basis as if the average interest rate which would have been in effect during the entire such four-quarter period had been the applicable rate for the entire such period.

	Spirit Notes	New Realty Notes
	adjustments with respect to such acquisition or disposition being included in such pro forma calculation. If the Debt giving rise to the need to make the calculation described in this Section 6.1 or any other Debt incurred after the first day of the relevant quarterly period bears interest at a floating rate (to the extent such Debt has been hedged to bear interest at a fixed rate, only the portion of such Debt, if any, that has not been so hedged), then, for purposes of calculating the Annual Debt Service Charge, the interest rate on such Debt will be computed on a pro forma basis as if the average interest rate that would have been in effect during the entire such period had been the applicable rate for the entire such period.
Maintenance of Total Unencumbered Assets	Section 6.1(c) of each of the Spirit Supplemental Indentures The Guarantor and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Debt of the Guarantor and its Subsidiaries on a consolidated basis.	Realty Form of Note The Company will maintain at all times Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of the Unsecured Debt of the Company and its Subsidiaries, computed on a consolidated basis in accordance with GAAP.
Events of Default	Section 7.1 of each of the Spirit Supplemental Indentures	Section 501 of the Realty Indenture
	“Event of Default,” wherever used herein or in the Base Indenture with respect to the Notes, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):	“Event of Default,” wherever used herein with respect to any particular series of Securities, means any one of the following events (whatever the reason for such Event of Default and whether or not it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):
	(a) default for 30 days in the payment of any installment of interest under the Notes;	(1) default in the payment of any interest upon or any Additional Amounts payable in respect of any

			Spirit Notes			New Realty Notes
						Security of that series or of any coupon appertaining thereto, when such interest, Additional Amounts or coupon becomes due and payable, and continuance of such default for a period of 30 days (no Additional Amounts (as defined in the Realty Indenture) are payable with respect to the Realty Notes of any series); or
			(b) default in the payment of the principal amount or Redemption Price due with respect to the Notes, when the same becomes due and payable;			(2) default in the payment of the principal of (or premium, if any, on) any Security of that series when it becomes due and payable, whether at Stated Maturity or by declaration of acceleration, notice of redemption, notice of option to elect repayment or otherwise; or
			(c) the Guarantee is not (or is claimed by the Guarantor in writing to the Trustee not to be) in full force and effect (other than in accordance with the terms of the Indenture) with respect to the Notes;			(3) default in the deposit of any sinking fund payment, when and as due by the terms of any Security of that series; or
			(d) failure by the Company or the Guarantor to comply with any of the Company’s or the Guarantor’s respective other agreements in the Notes or this … Supplemental Indenture with respect to the Notes upon receipt by the Company of notice of such default by the Trustee or by Holders of not less than 25% in aggregate principal amount of the Notes then outstanding and the Company’s failure to cure (or obtain a waiver of) such default within 60 days after it receives such notice;			(4) default in the performance, or breach, of any covenant or warranty of the Company in this Indenture or in any Security of that series (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section 501 specifically dealt with or which has been expressly included in this Indenture solely for the benefit of one or more series of Securities other than such series), and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or

			Spirit Notes			New Realty Notes
			(e) failure to pay any Debt (other than Non-Recourse Debt) (a) of the Company’s or the Guarantor’s, any Subsidiary in which the Company or the Guarantor has invested at least $50,000,000 in capital (a “Significant Subsidiary”) or any entity in which the Company is the general partner or managing member, and (b) in an outstanding principal amount in excess of $50,000,000 at final maturity or upon acceleration after the expiration of any applicable grace period, which Debt is not discharged, or such default in payment or acceleration is not cured or rescinded, within 60 days after written notice to the Company from the Trustee (or to the Company and the Trustee from Holders of at least 25% in principal amount of the Notes then outstanding); or			(5) default under any bond, debenture, note or other evidence of indebtedness for money borrowed by the Company or any of its Subsidiaries (including obligations under leases required to be capitalized on the balance sheet of the lessee under generally accepted accounting principles, but not including any indebtedness or obligations for which recourse is limited to property purchased) in an aggregate principal amount in excess of $25,000,000 or under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Company or any of its Subsidiaries (including such leases, but not including such indebtedness or obligations for which recourse is limited to property purchased) in an aggregate principal amount in excess of $25,000,000, whether such indebtedness exists on the date of this Indenture or shall thereafter be created, which default shall have resulted in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable or such obligations being accelerated, without such acceleration having been rescinded or annulled; or
			(f) the Company, the Guarantor or any Significant Subsidiary pursuant to or under or within meaning of any Bankruptcy Law:			(6) the Company or any Significant Subsidiary of the Company pursuant to or within the meaning of any Bankruptcy Law:
			(i) commences a voluntary case or proceeding seeking liquidation, reorganization or other relief with respect to the Company, the Guarantor or a Significant Subsidiary or its debts or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Company, the Guarantor or a			(A) commences a voluntary case or proceeding or files a petition or answer or consent seeking reorganization or relief or consents to the filing of such petition;

			Spirit Notes			New Realty Notes
			Significant Subsidiary or any substantial part of the property of the Company, the Guarantor or a Significant Subsidiary; or
			(ii) consents to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against the Company, the Guarantor or a Significant Subsidiary; or			(B) consents to the entry of an order for relief against it in an involuntary case or proceeding or to the commencement of any case or proceeding against it;
			(iii) consents to the appointment of a custodian of it or for all or substantially of its property; or			(C) consents to the appointment of a Custodian of it or for all or any substantial part of its property; or
			(iv) makes a general assignment for the benefit of creditors; or			(D) makes a general assignment for the benefit of its creditors; or
			(g) an involuntary case or other proceeding shall be commenced against the Company, the Guarantor or any Significant Subsidiary seeking liquidation, reorganization or other relief with respect to the Company, the Guarantor or a Significant Subsidiary or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Company, the Guarantor or a Significant Subsidiary or any substantial part of the property of the Company, the Guarantor or a Significant Subsidiary, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of thirty (30) calendar days; or
			(h) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that			(7) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
			(i) is for relief against the Company, the Guarantor or any of Significant Subsidiary in an involuntary case or proceeding;			(A) is for relief against the Company or any Significant Subsidiary of the Company in an involuntary case or proceeding or adjudges the Company or any Significant Subsidiary of the

			Spirit Notes			New Realty Notes
						Company as bankrupt or insolvent or approves as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company or any Significant Subsidiary of the Company;
			(ii) appoints a trustee, receiver, liquidator, custodian or other similar official of the Company, the Guarantor or a Significant Subsidiary or any substantial part of the property of the Company, the Guarantor or a Significant Subsidiary; or			(B) appoints a Custodian of the Company or any Significant Subsidiary of the Company or for all or any substantial part of the property of the Company or any Significant Subsidiary of the Company; or
			(iii) orders the liquidation of the Company, the Guarantor or a Significant Subsidiary; in each case in this Clause (g), the order or decree remains unstayed and in effect for thirty (30) calendar days.			(C) orders the liquidation or winding up of the Company or any Significant Subsidiary of the Company and, in the case of any of subclause (A), (B) or (C) of this paragraph (7), the order or decree remains unstayed and in effect for 90 days; or
						(8) any other Event of Default provided with respect to Securities of that series.
						As used in Section 501 of the Realty Indenture, the term “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors and the term “Custodian” means any receiver, trustee, assignee, liquidator, custodian, sequestrator or other similar official under any Bankruptcy Law.
						As used in the Realty Indenture, the terms “Security” and “Securities” mean, in general, any debt security or debt securities authenticated and delivered under the Realty Indenture, including, without limitation, the Realty Notes; and the term “Stated Maturity” means, when used with respect to any Security or any installment of principal thereof or interest thereon, the date specified in such Security as the fixed date on which the principal of such

	Spirit Notes	New Realty Notes
		Security or such installment of principal or interest is due and payable. As used in Section 501 of the Realty Indenture, the term “Subsidiary” has the meaning set forth in this prospectus under the caption “Description of Base Securities — Certain Covenants” and the term “Significant Subsidiary” has the meaning set forth in this prospectus under the caption “Description of Base Securities — Events of Default, Notice and Waiver.”
Merger, Consolidation and Sale of Assets	Section 6.3 of each of the Spirit Supplemental Indentures	Section 801 of the Realty Indenture
	The Company and the Guarantor may consolidate with, or sell, lease or convey all or substantially all of our respective assets to, or merge with or into, any other entity, provided that the following conditions are met: (a) the Company or the Guarantor, as the case may be, shall be the continuing entity, or the successor entity (if other than Company or the Guarantor, as the case may be) formed by or resulting from any consolidation or merger or which shall have received the transfer of assets [in the case of the 2028 Notes, 2031 Notes and 2032 Notes only: shall be an entity organized and existing under U.S. laws and] expressly assume payment of principal of, and premium, if any, and interest, on, all of the Notes and the due and punctual performance and observance of all of the covenants and conditions in the Indenture; (b) immediately after giving effect to the transaction, no Event of Default under the Indenture, and no event which, after notice or the lapse of time, or both, would become an Event of Default, shall have occurred and be continuing; and	The Company will not consolidate with, or sell, lease or convey all or substantially all of its assets to, or merge with or into, any Person unless (1) either the Company shall be the continuing entity, or the successor Person (if other than the Company) formed by or resulting from such consolidation or merger or which shall have received the transfer of such assets shall be a corporation organized and existing under the laws of the United States or any state thereof and such successor corporation shall expressly assume the due and punctual payment of the principal of (and premium, if any) and any interest (including all Additional Amounts, if any, payable pursuant to Section 1010) on all of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture and the Securities to be performed or observed by the Company, by supplemental indenture, complying with Article Nine, satisfactory to the Trustee, executed and delivered to the Trustee by such corporation and (2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the

	Spirit Notes	New Realty Notes
	(c) an Officer’s Certificate covering these conditions shall be delivered to the Trustee. In the case of any such consolidation, sale, conveyance or merger, but not a lease, in a transaction in which there is a successor entity, the successor entity will succeed to, and be substituted for, the Company or the Guarantor, as the case may be, under the Indenture and, subject to the terms of the Indenture, the Company or the Guarantor, as the case may be, will be released from their respective obligations under the Indenture.	Company or any Subsidiary as a result thereof as having been incurred, and any liens or other encumbrances on any property or assets of the Company or any Subsidiary that are incurred, created or assumed as a result thereof as having been created, incurred or assumed, by the Company or such Subsidiary at the time of such transaction, no Event of Default, and no event which, after notice or the lapse of time, or both, would become an Event of Default, shall have occurred and be continuing.
		As used in Section 801 of the Realty Indenture, the term “Subsidiary” has the meaning set forth in this prospectus under the caption “Description of New Realty Notes — Additional Covenants of Realty.”
Provision of Financial Information	Section 6.5 of each of the Second, Third, Fourth, Fifth, Sixth and Seventh Spirit Supplemental Indentures Whether or not we or the Guarantor is subject to Section 13 or 15(d) of the Exchange Act, the Guarantor will, to the extent permitted under the Exchange Act, file with the SEC the annual reports, quarterly reports and other documents that the Guarantor would have been required to file with the SEC pursuant to such Section 13 or 15(d) (the “Financial Statements”) if the Guarantor were so subject, such documents to be filed with the SEC on or prior to the respective dates (the “Required Filing Dates”) by which the Guarantor would have been required so to file such documents if the Guarantor were so subject. The Guarantor will also in any event (1) within 15 days of each	Section 1008 of the Realty Indenture Whether or not the Company is subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Company will, within 15 days after each of the respective dates by which the Company would have been required to file annual reports, quarterly reports and other documents with the Commission if the Company were so subject, (1) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders, copies of the annual reports, quarterly reports and other documents which the Company would have been required to file with the Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, if the Company were subject to such Sections, (2) file with the Trustee copies of the

			Spirit Notes			New Realty Notes
			Required Filing Date (a) transmit by mail or electronic transmittal to all Holders, as their names and addresses appear in the security register, without cost to such Holders, copies of the annual reports, quarterly reports and other documents that the Guarantor is required to file or would have been required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act if the Guarantor were subject to such sections, and (b) furnish to the Trustee copies of annual reports, quarterly reports and other documents that the Guarantor would have been required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act if the Guarantor were subject to such sections; provided that the foregoing transmittal and furnishing requirements will be deemed satisfied if the foregoing reports and documents are available on the SEC’s EDGAR system or on the Guarantor’s website within the applicable time period specified above, and (2) if filing such documents by the Guarantor with the SEC is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including our compliance with any of the covenants thereunder (as to which the Trustee is entitled to rely conclusively on an Officer’s Certificate). The Trustee shall have no liability or responsibility for the			annual reports, quarterly reports and other documents which the Company would have been required to file with the Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, if the Company were subject to such Sections, and (3) promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder.

			Spirit Notes			New Realty Notes
			filing, timeliness or content of any such report. in the case of the 2026 Notes: Whether or not we or the Guarantor is subject to Section 13 or 15(d) of the Exchange Act, the Guarantor will, to the extent permitted under the Exchange Act, file with the SEC the annual reports, quarterly reports and other documents that the Guarantor would have been required to file with the SEC pursuant to such Section 13 or 15(d) (the “Financial Statements”) if the Guarantor were so subject, such documents to be filed with the SEC on or prior to the respective dates (the “Required Filing Dates”) by which the Guarantor would have been required so to file such documents if the Guarantor were so subject. The Guarantor will also in any event (1) within 15 days of each Required Filing Date (a) transmit by mail or electronic transmittal to all Holders, as their names and addresses appear in the security register, without cost to such Holders, copies of the annual reports, quarterly reports and other documents that the Guarantor is required to file or would have been required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act if the Guarantor were subject to such sections, and (b) furnish to the Trustee copies of annual reports, quarterly reports and other documents that the Guarantor would have been required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act if the Guarantor were subject to such sections; provided that the foregoing transmittal and furnishing requirements will be deemed satisfied if the foregoing reports and documents are available on the

			Spirit Notes			New Realty Notes
			SEC’s EDGAR system or on the Guarantor’s website within the applicable time period specified above, and (2) if filing such documents by the Guarantor with the SEC is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including our compliance with any of the covenants thereunder (as to which the Trustee is entitled to rely conclusively on an Officer’s Certificate). The Trustee shall have no liability or responsibility for the filing, timeliness or content of any such report. For so long as any of the Notes remain outstanding and constitute “restricted securities” under Rule 144, the Company will furnish to the Holders and prospective Holders, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Series of Spirit Notes	Principal Amount Outstanding
4.450% Notes due 2026		$	300,000,000
3.200% Notes due 2027			300,000,000
2.100% Notes due 2028			450,000,000
4.000% Notes due 2029			400,000,000
3.400% Notes due 2030			500,000,000
3.200% Notes due 2031			450,000,000
2.700% Notes due 2032			350,000,000
		$	2,750,000,000